EQT Corporation (NYSE:EQT) entered into a purchase agreement to acquire Alta Resources, LLC from EQT management, The Blackstone Group Inc. (NYSE:BX) and group of investors for $3 billion on May 5, 2021. The consideration includes of $1 billion in cash and approximately $1.925 billion in EQT common stock issued directly to Alta's shareholders. The stock consideration consists of approximately 105 million shares of EQT common stock representing $1.925 billion. EQT expect to fund the $1 billion of cash consideration with cash on hand, drawings under its revolving credit facility and/or through one or more debt capital markets transactions, subject to market conditions and other factors. Bank of America, N.A. and JPMorgan Chase Bank, N.A. have jointly provided $1 billion of committed financing in connection with the transaction and EQT have access to over $1.4 billion of liquidity under its unsecured credit facility. As of May 10, 2021, EQT Corporation intends to offer $1 billion in aggregate principal amount of senior notes due 2026 and senior notes due 2031 in a private placement. EQT intends to use the net proceeds from the offering, together with cash on hand and/or borrowings under its revolving credit facility, to fund the cash consideration relating to the acquisition of Alta Resources. EQT Corporation will pay a fee of approximately $145 million to Alta Resources, if an alternative transaction is announced and not withdrawn prior to the EQT Corporation parent shareholder meeting and EQT Corporation parent enters such alternative transaction within six months of termination. In addition, EQT Corporation will pay a fee of $21.9 million to Alta Resources in case the agreement is terminated by the EQT Corporation or Alta Resources, LLC because of a failure of the EQT Corporation parent shareholders to approve the issuance of the Stock Consideration. As of filling on June 11, 2021, a special meeting is schedule to occur on July 16, 2021. Accordingly, at the special meeting, EQT's shareholders will be asked to consider and vote upon: a proposal to approve, for purposes of complying with Rule 312.03, the issuance of shares of common stock, no par value, of EQT in an amount that exceeds 20% of the currently outstanding shares of common stock of EQT in connection with the acquisition; and a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to permit solicitation of additional votes if there are insufficient votes to approve the stock issuance proposal.

The transaction is subject to satisfaction of customary closing conditions,including the approval by EQT's shareholders of the issuance of the common stock consideration and all required governmental approvals. The transaction was unanimously approved by EQT Board of Directors. On July 16, 2021, the transaction was approved by the shareholder of EQT. The transaction is expected to close in the third quarter of 2021.The acquisition is expected to be accretive to both free cash flow per share and net asset value (NAV) per share. Benjamin Lett and Brad Hutchinson of BofA Securities served as financial advisor to EQT, and Chris Bennett. John Greer, Adam Kestenbaum, Jim Cole, Peter Todaro, Jeffrey Muñoz and Drew Levin of Latham & Watkins, LLP served as legal advisors to EQT. William Jordan acted as a general counsel and Ashley Yates acted as a deputy general counsel to EQT. Lauren Ford acted as a general counsel to Alta. Citi Global Markets Inc. served as exclusive financial advisor to Alta, and Andy Calder, John Pitts, Melissa Kalka, Anthony Speier, Chad Smith, Julian Seiguer, Ieuan Adrian List, Lucas Spivey, Jordan Roberts, David Wheat, Stefanie Gitler and James Dolphin, Drue Santora, Rob Fowler R.D. Kohut, Maureen O'Brien, Patrick Ryan, Brooksany Barrowes, Marin Boney and Ellen Jakovic of Kirkland & Ellis LLP served as legal advisors to Alta Resources.

EQT Corporation (NYSE:EQT) completed the acquisition of Alta Resources, LLC from EQT management, The Blackstone Group Inc. (NYSE:BX) and group of investors on July 21, 2021. The purchase price consisted of approximately $1 billion in cash and 98,789,388 shares of EQT common stock, as adjusted pursuant to customary closing purchase price adjustments.